Terms of Shopping
TERMS AND CONDITIONS FOR SALE OF PRODUCTS BY MSD ANIMAL HEALTH LIMITED
1. DEFINITIONS AND APPLICATION
1.1 In these Terms and Conditions of Sale (these “Conditions”): “MSDAH” means Intervet (Pty) Ltd herein referred to as MSD Animal Health South Africa; the “Purchaser” means the person, firm or company purchasing[A1] Products or materials (the “Products”) from MSDAH; each of MSDAH and the Purchaser shall be a “Party”, and together they shall be the “Parties” to these Conditions; and “Contract” means an agreement between the Purchaser and MSDAH for the purchase of the Products, of which these Conditions form part.
2. BASIS OF CONTRACT
2.1 A quotation for the Products given by MSDAH shall not constitute an offer. Each order or acceptance of a quotation for the Products constitutes an offer by the Purchaser to MSDAH to buy the Products in accordance with these Conditions. The Purchaser is responsible for ensuring that the terms of the order are complete and accurate.
2.2 For those Purchasers with whom MSDAH has not negotiated a bespoke agreement for the purchase of Products, unless MSDAH and Purchaser have agreed otherwise, the Contract shall comprise the following: (i) the Purchaser’s purchase order (subject to the provisions of clause 2.3); (ii) MSDAH’s written acceptance of the purchase order; (iii) MSDAH’s invoice; and (iv) these Conditions.
2.3 Orders submitted to MSDAH with the Purchaser’s standard terms may be accepted on the understanding that the form is used for convenience only and that the Purchaser’s standard terms shall not apply.
2.4 These Conditions apply to and supersede any terms and conditions oral or written referred to, offered or relied on by the Purchaser, whether in negotiation or at any other time in the dealing between MSDAH and the Purchaser. The Contract and these Conditions encompass the whole agreement reached between MSDAH and the Purchaser.
2.5 The Contract constitutes the entire agreement between the Parties. The Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of MSDAH which is not set out in the Contract.
2.6 These Conditions are applicable to the sale of all MSDAH animal health products, including poultry, aqua, ruminant, companion animal, equine, and pig products.
3. TITLE AND RISK
3.1 Tile and risk in the Products shall pass to the Purchaser on delivery in accordance with Condition 6.4
4. PRICE AND PAYMENT (DIRECT CUSTOMERS ONLY)
4.2 The price payable for the Products shall be the price applicable at the date on which you submit your order.
4.3 Payment is due and must be received by MSDAH within the period specified on the invoice. MSDAH shall have the right to withhold supplies of the Products in the event of payment for outstanding invoices not having been received by the due date.
4.4 The Purchaser shall make all payments due under these Conditions in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by MSDAH to the Purchaser.
4.5 Notwithstanding any other terms stated in these Conditions, MSDAH reserves the right to impose such credit limit or other payment terms as it deems fit and/or require that the Products be paid for in cleared funds before delivery.
4.6 MSDAH may charge interest on unpaid amounts from the due date of payment of a valid invoice (provided that such invoice complies with the requirements of this clause) at the rate of 3% per annum above ruling overdraft rate charged by MSDAH bankers from time to time, provided that such rates shall not exceed the legally permissible maximum in terms of the Limitation and Disclosure of Finance Charges Act. MSDAH shall be entitled to sue for the price of Products in case of unpaid invoices.
4.7 In the event of non-payment as described hereunder, MSDAH shall be entitled at its discretion to claim repossession of Products sold by MSDAH to the Purchaser and to institute action for damages suffered by MSDAH forthwith without giving notice to the Purchaser. This remedy shall be entirely without prejudice to the rights of MSDAH to claim payment of any amount outstanding for the Products without giving notice to the Purchaser. In the event of MSDAH electing to recover possession of the Products, this shall be subject to the Purchaser being responsible for payment of all transport costs, any State, Provincial or Local taxes or imports and storage costs.
4.8 In the event of MSDAH instructing its attorneys to recover any amounts outstanding by the Purchaser, it is agreed that the Purchaser shall be responsible for payment of all costs as between attorney and client, tracing fees, collection commission, and any other expenses reasonably incurred by MSDAH in such action.
4.9 Transport charges will be paid by MSDAH for all Products on direct order exceeding R5 000.00. If order is less than R5 000.00, a surcharge of R500.00 will be added.
5. SPECIFICATION ALTERATIONS
5.1 MSDAH reserves the right to alter the specification of any Product without prior reference to the Purchaser provided that the Product complies in all other known respects with the Purchaser’s requirements.
6. DESPATCH / DELIVERY
6.1 When it is necessary for the Purchaser to do any act to enable MSDAH to despatch the Products, such act must be performed in good time to enable MSDAH to effect despatch on the agreed delivery date (or, if no such date is agreed, within seven (7) days of acceptance of the order). In the event of the Purchaser’s failure to comply with this Condition. MSDAH may at its option terminate the Contract in whole or in part by giving written notice thereof to the Purchaser.
6.2 All delivery dates are estimates only and MSDAH shall not be liable in damages for any delay in delivery. If MSDAH does not deliver within 30 days of the agreed delivery date, the Purchaser may then cancel the order in whole or in part by serving written notice on MSDAH to that effect and MSDAH shall have no further liability in relation to the cancelled order.
6.3 Products are despatched by a route at MSDAH’s discretion. Where the Purchaser requests despatch of the Products by a special method or route, the Purchaser shall bear the additional cost.
6.4 Delivery shall take place when the Products reach the delivery address designated by (or on behalf of) the Purchaser or are handed over to the carrier nominated by (or on behalf of) the Purchaser (whichever shall occur first). All deliveries must be signed for by the Purchaser (or its appointed representative). Risk in the Products shall pass to the Customer upon delivery. Title to the Products shall pass to the Customer upon payment in full.
6.5 MSDAH may deliver the Products by separate instalments and invoice each instalment separately. Each instalment shall be a separate Contract and no breach, cancellation or termination of any one Contract relating to an instalment shall entitle the Purchaser to repudiate, terminate or cancel any other Contract or instalment, provided however that MSDAH may suspend delivery of any instalment whilst payment is overdue in respect of any previous instalment.
6.6 Subject to this Condition 6.6, all returnable containers and pallets used in connection with deliveries shall remain the property of MSDAH. Unless otherwise agreed, the Purchaser shall pay any deposit charges as applicable at the time of delivery, as security for the return of such containers without discount when the invoice for the contents is paid and such deposit will only be repaid if the containers are returned at the Purchaser’s expense in good condition within six (6) months of the date of delivery, otherwise the deposit shall be forfeited to MSDAH and MSDAH shall have the right to invoice the Purchaser the replacement cost of such containers. Where no deposit is charged at the time of delivery and if the containers are not returned to MSDAH within a period of six (6) months, in good order and condition, then the Purchaser will reimburse MSDAH the replacement cost of such containers.
7.1 If, following acceptance of the Purchaser’s order, MSDAH fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Purchaser in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. MSDAH shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an event of force majeure or the Purchaser’s failure to provide MSDAH with adequate delivery instructions.
8. LOSS / DAMAGE / DEFECT
8.1 The Purchaser shall inspect the Products immediately upon delivery. The Purchaser must notify MSDAH in writing of:
- delivery of incorrect quantities of any Products;
- any alleged defect in or damage to the Products which ought to be apparent on such an inspection;
in each case within three (3) working days of the delivery. MSDAH will not accept returns of Products unless the return is approved by MSDAH within 7 (seven) days of date of delivery, and in the event of MSDAH accepting return of Products, shall be subject to a 10 % handling charge on the purchase price at the discretion of MSDAH. No returned pharmaceutical Products will be accepted by MSDAH unless such Products are in original packaging and in a saleable condition as determined by MSDAH’s Quality department. If no claim is made within 7 (seven) days of date of delivery, the delivery shall be deemed to be in accordance with the Contract, although this will not prevent the Purchaser subsequently making a claim in relation to a latent defect in the Products that was not discovered on any such inspection. Any such notice must specify the particular defect and the Purchaser must afford MSDAH reasonable opportunity to inspect the Products in question.
8.2 As proper handling, storage and use are of utmost importance to their effectiveness, all vaccines and antigens must be stored in accordance with label directions. No vaccines or antigens will be accepted for return for credit due to stability reasons
8.3 If the Products are agreed by MSDAH to be defective or faulty MSDAH shall credit the invoice value of the Products and such credit will be in full satisfaction of any claim by the Purchaser.
Unless otherwise provided in these Conditions, Product returns are subject to your wholesalers’ returns policy, a copy of which can be requested from your wholesaler.
10. SUB-STANDARD / SURPLUS STOCK
10.1 Any Products sold as sub-standard, short-dated or surplus stock shall be accepted by the Purchaser in their actual state and condition and all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded with respect to such stock.
11. RESALE AND EXPORTS
11.1 Purchaser must ensure that the Products are not resold or supplied:
- after their expiry date; and
- where a Product is available only on prescription, except by or to a veterinary practice or to a person possessing a prescription for that Product.
12. INTELLECTUAL PROPERTY
12.1 The supply of the Products by MSDAH shall not confer any right upon the Purchaser to use any of MSDAH’s trademarks without prior written consent of MSDAH and at all times such trademarks shall remain the property of MSDAH, nor does it imply any right to use any of MSDAH’s patents or any indemnity against infringement of third party patents.
13 REPRESENTATION AND WARRANTY
13.1 The Purchaser shall not give any warranty or make any representation purportedly on behalf of MSDAH except when expressly authorized by MSDAH to do so.
14 LIABILITY AND INDEMNITY
14.1 To the fullest extent permissible by law, MSDAH shall not, under any circumstances, be liable for any loss of revenue, business contract, anticipated savings, profits, data or information, damage to property, or any indirect or consequential loss howsoever arising whether from negligence, breach of contract or otherwise. Nothing in the Contract or these Conditions shall limit or exclude the liability of MSDAH for:
- death or personal injury resulting from negligence; or
- fraud or fraudulent misrepresentation; or
- any matter which it would be illegal for MSDAH to exclude or attempt to exclude.
14.2 Subject to Condition 14.1, the total aggregate liability of MSDAH to the Purchaser arising out of or in connection with the Contract or these Conditions for any and all claims, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the charges paid by Purchaser under the Contract. Apart from the terms of any written guarantee in respect of specific Products sold by MSDAH, MSDAH will at its discretion consider replacement or reimbursement in respect of any Products supplied which are proved to be defective either in manufacture or material content. The Seller at no stage guarantees the suitability of Products for a particular application by the Purchaser other than as clearly stated on the package insert. MSD Animal Health accepts no responsibility for any Product or any damage caused by such Product if it is sold or used after the specified expiry date.
14.3 The Purchaser shall indemnify MSDAH against all liabilities, costs, expenses, damages and losses (including legal fees and expenses) incurred by MSDAH arising out of or in connection with any claim made against MSDAH by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance by the Purchaser, its agents or subcontractors.
15 FORCE MAJEURE
15.1 MSDAH shall not be liable for any failure to observe, or breach of, any of the terms hereof by reason of acts of God, war, riots, acts of terrorism, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Government action, disease, pandemic or epidemic, delay in delivery by MSDAH’s suppliers, or any other cause whatsoever beyond its reasonable control. In such circumstances, except where the Products are in transit, either MSDAH or the Purchaser may terminate the unperformed part of any Contract by notice in writing delivered to the other Party within 14 days of MSDAH giving written notice to the Purchaser of the occurrence of such action or circumstance as makes MSDAH fail to observe or breach the terms here.
16.1 Without prejudice to any other rights or remedies MSDAH may have under these Conditions or otherwise, MSDAH may, at its discretion, terminate the Contract if:
- the Purchaser fails to make any payment by the due date or becomes bankrupt;
- the Purchaser passes a resolution for winding up or a court of competent jurisdiction makes an order that the Purchaser be wound up (in either case) otherwise than for the purpose of bona fide reconstruction or amalgamation;
- a receiver, trustee in bankruptcy, administrator, administrative receiver or similar officer is appointed over or in respect of the Purchaser’s undertaking, property or assets or any part thereof;
- the Purchaser makes or attempts to make any arrangement with or for the benefit of its creditors or is unable to pay its debts as they fall due; or
- the Purchaser ceases to carry on business, in which case MSDAH shall have the option to withhold or cancel further deliveries of Products, provided that failure on MSDAH’s part to exercise this option in respect of one or more deliveries shall not affect MSDAH’s right to exercise it in respect of other deliveries.
16.2 Termination of the Contract does not affect the accrued rights and liabilities of the Parties or the enforceability of any provisions of the Contract or these Conditions that are intended to remain in force after its termination.
16.3 On termination of the Contract for any reason, the Purchaser shall immediately pay to MSDAH all amounts outstanding under the Contract.
16.4 Termination of the Contract, howsoever arising, shall not affect any of the Parties’ rights, remedies, obligations and liabilities that have accrued as at termination
16.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
17 GENERAL PROVISIONS
17.1 Assignment and other dealings: The Purchaser shall not, without MSDAH’s prior written consent, assign or transfer or purport to assign or transfer the Contract or the benefit thereof to any other person whomsoever. These Conditions shall be binding upon, and shall insure to the benefit of, the Parties and their respective successors and permitted assigns.
17.2 Conflicts of Interest: In its performance of the Contract the Purchaser shall adhere to the business practices that are in accordance with the letter and spirit of applicable laws (including, but not limited to, US Foreign Corrupt Practices Act 1977), and ethical principles as follows:
- All transactions in connection with the Contract shall be accurately reflected in the Purchaser’s records, and no funds or other assets shall be paid directly or indirectly to government officials or persons acting on their behalf or to representatives of the other businesses for the purpose of influencing government decisions or actions with respect to MSDAH’s business;
- The Purchaser shall conduct its activities hereunder so as to avoid loss or embarrassment to MSDAH due to any real or apparent conflict of interest, and to require that all sub-contractors comply with such policy in connection with the Contract; and
- MSDAH shall have the right to terminate the Contract, without any penalty or obligation to pay damages, upon violation of the business practices mentioned in this Condition by the Purchaser, its employees, agents, representatives, sub-contractors or consultants.
17.3 Data Privacy and Security: “Personal Information” shall mean any information or set of information that identifies, or is used by, or on behalf of, MSDAH to identify an individual. Each Party shall comply with Data Protection Law in connection with its obligations under this Contract. For the purposes of this Clause, “Data Protection Law” means any applicable data protection or privacy laws to which either Party, as applicable, is subject in connection with this Contract.
17.4 Notices: Any notice required to be served by either Party on the other shall be served at the addresses set on the Purchaser’s purchase order or as otherwise notified by one Party to the other. Notice shall be effective: (i) in the case of service by post, at the expiration of two business days after the day of un-returned posting; (ii) in the case of facsimile transmission at the normal close of business of the recipient on the day on which it is sent or (if received on a non-business day) on the close of business of the next following business day; or (iii) in the case of personal service, when it is delivered. No other form of notice (including e-mail) shall be effective as between the Parties.
17.5 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.6 Waiver: A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.7 Third party rights: A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.8 Variation: Unless otherwise agreed in writing by MSDAH, the Products are supplied by MSDAH only on these Conditions and no variation or addition to these Conditions shall have effect unless MSDAH has signed a written agreement specifically referring to those terms and agreeing that they will so apply.
17.9 Governing law: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of South Africa.
17.10 Jurisdiction: Each party irrevocably agrees that the courts of South Africa shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
17.11 The Purchaser hereby appoints the address in this credit proposal as its domicillium citandi et executandi for purposes of all notices of pleadings in respect of any issue(s) arising from these conditions.
MSD Animal Health Terms & Conditions of Use
Please read and review the following terms and conditions of use carefully before using this website. By using this website, you agree to these terms and conditions of use. If you do not agree, please exit and disregard the information contained herein.
This website is owned and operated by Intervet Pty Ltd herein referred to as MSD Animal Health South Africa [A1] whose registered office is at 20 Spartan Road, Spartan, 1619, South Africa. MSD Animal Health is a division of Merck & Co., Inc, of Kenilworth, NJ, USA.
2. Content. Please note that the information contained on this website regarding MSD Animal Health products is not intended to be comprehensive or to serve as a substitute for animal healthcare professionals’ own medical judgment. It is the responsibility of animal healthcare professionals to also consult other professional sources and references prior to making any evaluation or treatment decision.
3. Access to and use of this site
3.1 Access to this website, use of this website, and the purchase of products via this website is restricted to animal healthcare professionals and persons under their supervision located in South Africa and Sub-Saharan Africa.
3.2 You are responsible for maintaining the confidentiality of the user ID and password that have been issued to you to enable you to access this website. You are responsible for ensuring that the details you provided to us are correct and complete, and for informing us of any changes to the information you have provided. You can update and amend your details by contacting us.
3.3 You accept responsibility for all activities that occur under your user ID or password. You should take all necessary steps to ensure that the password is kept confidential and secure. You must inform us immediately if you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
4. Purchasing products from MSD Animal Health
4.1 In additional to these terms and conditions of use, all purchases made through this website are subject to and governed by MSD Animal Health’s terms and conditions of sale, a copy of which is available on this website.
4.2 Placing your order. Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order.
4.3 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.
4.4 Acknowledging receipt of your order. After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your order will be in accordance with MSD Animal Health’s terms and conditions of sale.
5. Price of products and delivery charges for products purchased from MSD Animal Health
5.1 Prices for the products may change from time to time. You will be charged the price for the products as quoted on our website at the time you submit your order.
5.2 We take all reasonable care to ensure that the prices of products are correct at the time when the relevant information is entered onto the system. However, please see clause 5.5 for what happens if we discover an error in the price of products you ordered.
5.3 The price of products excludes VAT (where applicable) at the applicable current rate chargeable in South Africa for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the products in full before the change in VAT takes effect.
5.4 Unless stated otherwise, the price of the order includes delivery charges.
5.5 We sell a large number of products through our site. It is always possible that, despite our reasonable efforts, some of the products on our website may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
(a) where the product’s correct price is less than the price stated on our site, then
(i) we will charge the lower amount when dispatching the products to you, unless
(ii) we fail to identify the discrepancy until after the products have been dispatched, in which case we will refund you the difference; and
(b) if the product’s correct price is higher than the price stated on our site, and
(i) we identify the discrepancy before we dispatch the products to you, then we will contact you as soon as possible to inform you of this error and we will give you the option of continuing to purchase the product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing, but
(ii) if we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we reserve the right to cancel supply of the product and refund you any sums you have paid. [A2]
7. Products available for purchase on this website
7.1 The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the products. The colour of your products may vary slightly from those images.
7.2 The packaging of the products that you purchase may vary from that shown on images on our site.
7.3 We reserve the right to amend the products listed on the website from time to time in our discretion.
If you link to this website, you must ensure that you do so in a way that is fair and legal and complies with applicable regulatory rules and guidelines and that does not damage MSD Animal Health or its affiliate’s reputation or take advantage of it. You must not establish a link in such a way so as to suggest any form of association, approval or endorsement by MSD Animal Health or its affiliates where none exists. This website must not be framed on any other site, nor may you create a link to any part of this website other than the home page. Any link to this website must be deleted immediately if requested by MSD Animal Health.
9. Service Access.
9.1 MSD Animal Health reserves the right to withdraw or amend the service provided on this website without notice.
9.2 We will use reasonable endeavours to ensure that availability of the website and all functions on the website will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to the website may occasionally be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction. If at any time you are unable to access the website, please contact MSD AH customer services.
10.2 Subject to clause 10.1, MSD Animal Health will not be responsible for (i) any loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure, or (ii) any indirect or consequential losses that were not foreseeable to both you and us when you commenced using the website.
10.3 Subject to clause 10.1, we will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control. [A3]
10.4 Subject to clause 10.1, the website is provided “as is” and without warranty of any kind and use of this website is at the risk of the user and MSD Animal Health accepts no liability for any computer viruses, malicious software, harmful data or any other material which is technologically harmful infecting the user following its use of this website.
10.5 Subject to this clause 10, the total aggregate liability of MSD Animal Health to you arising out of or in connection with your use of this website for any and all claims, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed R1000.
11. Representation. As a user of this website, you are liable for the accuracy of the information that you provide to MSD Animal Health. Should you respond with information including feedback or data such as questions, comments, suggestions or the like regarding the content of this website, such information shall be deemed to be non-confidential and MSD Animal Health shall have no obligation of any kind with respect to such information and shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products incorporating such information.
17. Consequences. MSD Animal Health reserves the right to suspend or terminate your use of this website for any reason at any time without notice. You agree to indemnify and hold MSD Animal Health harmless from and against any and all loss, damage, or expense in connection with your breach of these terms in respect an order placed using this website. If any dispute arises regarding this agreement or your use of this website, it shall be resolved through good faith negotiations between the parties. If such efforts prove unsuccessful, all such controversies, claims, or disputes shall be submitted to the exclusive jurisdiction of the Kempton Park Court[A4] , if applicable, or the Supreme Court of Johannesburg, South Africa.
Last updated on 2022
1. Sales of Goods
1.1 In the event of non-payment as described hereunder, the Seller shall be entitled at its discretion to claim repossession sold by the Seller to the Purchaser and to institute action for damages suffered by the Seller forthwith without giving notice to the Purchaser. This remedy shall be entirely without prejudice to the rights of the Seller to claim payment of any amount outstanding forthwith without giving notice to the Purchaser. In the event of the Seller electing to recover possession of the goods, this shall be subject to the Purchaser being responsible for payment of all transport costs, any State, Provincial or Local taxes or imports and storage costs.
1.2 Claims for short deliveries or deliveries not in accordance with order must be made in writing immediately upon receipt of the goods by the Purchaser the Seller will not accept returns of goods unless the return is approved by the Seller within 7 (seven) days of date of delivery, and in the event of the Seller accepting return of goods, the return shall be subject to a 10 % handling charge on the purchase price at the discretion of the Seller. No returned goods will be accepted by the Seller unless such goods are in original packaging and in a saleable condition.
2.1 Payment by the Purchaser is to be made within 30 (thirty) days from date of statement (unless otherwise agreed to in writing).
2.2 The Seller reserves the right to charge interest on overdue amounts on a monthly basis from due date to date of payment at a rate equivalent to 3 % above the ruling overdraft rate charged by the Seller’s bankers from time to time, provided that such rates shall not exceed the legally permissible maximum in terms of the Limitation and Disclosure of Finance Charges Act.
3. Delivery Agents and Risk
3.1 Any carrier other than the Sellers is deemed to be acting as Agent for the Purchaser. Should a Purchaser request delivery other than the Seller’s carrier, the Purchaser will be responsible for any extra costs.
3.2 Subject to the provisions of Clause 3.1 above, risk in and to the goods shall pass to the Purchaser on delivery.
4. Return of Goods
4.1 Pharmaceutical Returns
a. All products must be stored in accordance with label directions.
b. Returned merchandise or short-dated merchandise will not be accepted, nor credit issued unless:
· Prior written approval from the Seller has been obtained.
· Merchandise is returned at least four months prior to expiry date.
· Merchandise is in a re-saleable condition, as determined by our Quality Control Department.
c. Goods returned at a customer’s request must be returned carriage paid, and will be subject to a 10 % handling charge, unless the return arises out of an error by the Seller.
d. Request for copies of such proof of deliveries must be made to MSD Animal Health from where the product was dispatched or alternatively addressed for the attention of the Credit Controller at Head Office (address shown overleaf). All such requests must be made within 14 (fourteen) days of the date month-end statement for the month.
4.2 Vaccine and Antigen Returns
a. As proper handling, storage and use are of utmost importance to their effectiveness, all vaccines and antigens must be stored in accordance with label directions.
b. No vaccines or antigens will be accepted for return for credit due to stability reasons.
4.3 Goods Lost in Transit
MSD Animal Health is not obliged to give any credit or replace any product lost in transit whilst being transported by any transport contractor other than MSD Animal Health’s own vehicles. The onus rests on the customer to file a claim for such lost goods with the transport contractor.
5. Documentation Errors
Any errors, i.e. wrong pricing, discounts, etc., must be reported to MSD Animal Health within 14 (fourteen) days, of date of such document.
6. Proof of Delivery
It is a standard practice of MSD Animal Health to supply a copy of the delivery note to the customer when goods are delivered.
The Purchaser hereby consents to the jurisdiction of the Kempton Park Magistrates Court for any action instituted by the Seller in respect of any matter(s) arising from these terms and conditions or any action pursuant to these premises. This Clause shall be entirely without prejudice to the rights of the Seller to institute action in any form of competent jurisdiction.
The Purchaser hereby appoints the address in this credit proposal as its domicillium citandi et executandi for purposes of all notices of pleadings in respect of any issue(s) arising from these conditions.
All prices are subject to the alteration without notice, and orders will be executed at the price ruling at time of dispatch. “Back Orders” will normally be executed at the price ruling at the time the orders were received, but in special circumstances where increased prices are unavoidable, reference will be made to the customer prior to dispatch and invoicing at the new price.
In the event of the Seller instructing its attorneys to recover any amounts outstanding by the Purchaser, it is agreed that the Purchaser shall be responsible for payment of all costs as between attorney and client, tracing fees, collection commission, and any other expenses reasonably incurred by the Seller in such action.
Transport charges will be paid by MSD Animal Health for all products on order(s) exceeding R5 000.00. If order is less than R5 000.00, a surcharge of R500.00 will be added.
Apart from the terms of any written guarantee in respect of specific goods sold by the Seller, the Seller will at its discretion consider replacement or reimbursement in respect of any goods supplied which are proved to be defective either in manufacture or material content. The Seller shall not be liable for any injury, damage or loss being consequential or otherwise resulting from such defects. The Seller at no stage guarantees the suitability of products for a particular application by the Purchaser other than as clearly stated on the package insert. MSD Animal Health accepts no responsibility for any product or any damage caused by such product if it is sold or used after the specified expiry date.
13. The Purchaser acknowledges that no relaxation of indulgency granted by the Seller to the Purchaser shall in any way prejudice the Seller’s rights hereunder nor shall there be a waiver or novation of such rights; and except for the additional conditions contained in the application form, this is the whole agreement between the parties hereto, and no variation of this agreement, including this Clause, shall be of any force or effect unless recorded in writing and signed by both parties.
14. This agreement is binding upon the Purchaser his assigns or successors-in-title.